Maternal Instincts
by Hewylewis
Summary: My first Ben 10 Story. While out in the woods, Gwen finds a mysterious egg and decides to take care of it. Little does she know what effects it may have on her. Please Read and Review
1. Chapter 1

Grandpa Max sighed as he examined the flat tire on the RV. "Great. Just what we needed." He glanced up at the cloudy gray sky.

Ben poked his head out the door. "Grandpa, what's the problem?"

Gwen stuck her head out too. "I hope it's not serious."

"It's just a flat tire. I'll have it fixed in a minute."

Ben sighed. "Boring. I'm going back inside."

"Well I'm gonna go take a walk." Gwen said, as she made her way into the nearby forest.

"Well don't go too far! It looks like rain!" Grandpa Max called after her.

The forest was silent except for the occasional chirping of birds, and the air smelled like ozone, hinting at the future rain. "It's so nice here." the girl mused. "I should get out more often." She was so busy examining the view that she didn't see the tree root in front of her until she tripped and fell over, rolling down the hill and screaming all the way until she landed with a 'thump' at the bottom.

"Ow..." glancing upwards, Gwen realized she was in front of what looked like an ivy-covered cave. On closer examination, she realized the 'cave' was made of entwining tree branches and covered in ivy. Quietly, she moved forward, not sure of what she'd find. As her eyes ajusted to the dim light, she saw, nestled in a pile of leaves, a huge egg, about half her height, and colored robin's egg blue with lighter blue swirls.

"It's beautiful..." she breathed, quietly stepping towards it. For a brief moment, her eyes widened and her pupils dilated. But as soon as it had come, it passed. Shaking her head, she turned her attention back on the egg.

"What are you doing here all by yourself?" she cooed. Bending down and picking it up, she whispered, "Don't worry. I'm gonna take good care of you."

"Gwen, where are you?" Startled out of her thoughts, Gwen looked at the cave entrance of familiar voices floated in on the breeze.

"I'm coming!" she yelled back, and, egg in her arms, ran out of the ivy covered tree cave and climbed up the hill where she found her grandfather and cousin waiting for her.

"Where have you been?" Grandpa Max asker her sternly. "We've been looking all over for you."

"I'm sorry," the girl replied, "I got kinda lost."

"Well, at least you're okay. Come on, let's get back to the RV. It looks like it'll rain at any moment."

As they headed back though the woods, Ben noticed that Gwen was hiding something behind her back. "Watcha got there?" he asked.

"N-nothing! Just mind your own beeswax!" she snapped at him. The boy moved backwards.

"Okay, okay, sheesh. No need to yell."

As he ran off, Gwen took out the egg from behind her back, and whispered softly to it as she returned to the RV. Once she got there, she wrapped in towels and hid it in the back so no one could find it.

What she didn't realize, was that the creature whom the egg belonged too had just returned to the tree cave... only to find the nest empty. With a roar of anger, it rushed out of the 'cave', giant wings flapping, for it was none other that a true, living dragon!


	2. Chapter 2

Gwen couldn't keep her mind of the egg. "I wonder what type of animal laid it. I've never seen one like it before." she thought. It had seem to have an effect on her.

Max noticed that she has not said any thing since they left. Concerned he asked, "Are you okay, Gwen? You haven't made a peep. What's bothering you?"

"Nothing. Nothing at all," She replied. Ben went to sleep about 30 minutes ago and she could hear his deep breathing. Enough was enough. Gwen got up and went to the back to check on the egg. She hid it in the cupboard under her bed. After closing the blinds she made sure Ben was actually sleeping then went to the egg. She stared deeply into the sapphire shell. She seemed to like rubbing it lovingly. She can feel the creature moving inside. Once she was done Gwen put it back and went to sleep. Little did she know that the rightful owner was hot on their tail. The mother dragon.

"Gwen. Gwen! Gwen get up!" She heard the voice echo through her head. It seemed so familiar. She obeyed the voice and opened her eyes. There was Ben standing over her.

Realizing it was Ben she replied, "Ugh. Ben what time is it?"

He rolled his eyes and said, "It's 12:30 in the afternoon!""

"WHAT! Why didn't you wake me up earlier?" Gwen asked.

Ben replied, "Grandpa wouldn't let me. I thought that I would have to go ghost freak to sneak back and wake you! Hey your eyes are a different color! What happened?"

Grumbling Gwen got up and went to the bathroom. Her eyes are now turning blue. "Cool," she said under her breath. So she got in the shower and got dressed. When Ben left she went to the egg. It felt cold so she went and got a hot water bottle. She put a thin layer of towels on the top and set the egg on it. She just sat there staring at the sky blue swirls. After a hour or so she put ti back with the water bottle. "No you stay there." She exited the RV and found Ben and Max chattering.

Max spotted her and said, "Oh, good your up. Wanna grab some lunch? there is a dinner down the street."

"Yah. I would like that." answered Gwen. So the strolled down to the dinner. With the egg still in the RV. It started to squeak. Gwen felt them but ignored them thinking it was a car. But the mom knew what they were and started off again.

As they strolled on to the dinner Gwen was still annoyed by the squeaking like a fly buzzing in the ear. "Do you guys hear that?" she asked.

"Hear what?" said Max.

"Oh then nothing."

"Boy am I hungry! I can eat a whole hamburger!" Ben said almost drooling. When they arrived there was almost no one there. Everybody ordered.

Gwen was next. The waitress faced her and said, "Now what would you like?"

Gwen answered, "May I have the 18 once NY strip, Ultra rare?" Everybody was staring at her.

"Uh Gwen." said Ben. "Do you know how big that is? It's like the size of the table."

Ben said shocked.

"I know." Gwen just tore up the steak like she has not eaten in a month! She just shocked everybody, even the waitress.

When they were done Max paid the bill and put the tip on the table. "Wow. Looks like it is going to rain we better hurry back."

Dark clouds were rolling in and you can hear the rumble of the thunder. Frightened, Gwen asked, "Can I get an umbrella? I absolutely hate the rain! I don't want to take that chance."

Max looked at her and said, "Gwen, I thought you liked the rain."

"What's gotten into you?" asked Ben. "First your eyes changed, then you eat a cow, ultra rare, next you hate the rain?"

When Gwen didn't answer they bought an umbrella any way. Gwen was the first to get to the RV. She closed the curtain to the room and checked on the egg. She heated back up the water and put it on her bed. "Was it you that was squeaking to me?" she asked it.

"Gwen, Who are you talking to?" She heard Ben.

Thinking quickly she answered, "Ummmm...No one Ben!" So she put it away to stop suspicion in them and came out.


	3. Chapter 3

Gwen was feeling really drowsy after that big lunch. Even though it was only 3:45 she went to bed. Her dream was just a swirl of blues and purples. When she awoke it was 4:23am.The sun was still down. She sat for awhile taking advantage of the quit until she heard that squeaking again. She followed the noise until it lead her to the cupboard where the egg was. She took it out and rubbed it for 30 minutes while talking to it. It was ice cold. She did not want to wake Ben or Max so she just lay down with it. Holding it close to her body. She could still feel it moving it around. Once in awhile she would hear it squeak then it fell silent again. Soon she feel into a deep sleep.

When she awoke again Max was still sleeping but Ben was up in the shower. She quickly put the egg away before Ben came out. She got her tooth brush and towel ready for when Ben came out. They both were still half asleep, so when Ben passed they did not speak or even glance at each other. She closed the door and opened the tooth paste. When she was finished she smiled at her self, her teeth seemed to have grown sharper and longer. She also seemed much taller. "What's happening to me?" She thought as she entered the shower.

When Ben and Max left for breakfast Gwen chose to stay home. There she can tend to her egg with out any one bothering her. Something told her to clean it. So she went and got a washcloth .She wiped it down then dried it. She was feeling hungry and went to the fridge to get a snack. The snack turned out to be a feast. She had 4 eggs raw,10 slices of cheese,13 slices of raw bacon, a gallon of milk, and a loaf of bread. Once she was full Gwen went back to her egg. She finished cleaning it and replaced the water in the bottle. All she did was sit there and rock it. The squeaking continued.

Ben was the first to get back. "That was good" Ben said rubbing his stomach. "I need to get some water. They were all out of drinks." Ben soon discovered the now empty fridge. "WHOA! The fridge is empty!" Gwen arrived at the source of the shouting, Ben turned to her looking surprised. "What did you do while we were gone?"

"Ummmm...What? I was hungry," Gwen said blushing.

Ben was heading to the cupboard where the egg was. "Well, I have a water bottle in here."

Panicking, Gwen thought quickly. "Ben! Uhh there is a gas station across from here. Here take my 5 and buy something." She said giving her cousin a five dollar bill.

Shocked, Ben said, "Ummmm...o.k." Ben took the money and left.

Gwen plopped down on the bed and sighed in relief.

"It's o.k. He is gone know. You don't have to worry." Gwen said while tending to her egg. The creature seemed to be rubbing against her hand.

"Gwen. We're home." She heard Max call out.

She quickly put the egg away and came out. "How was breakfast?" Her voice came out deep and scratchy. She cleared her throat and repeated the message.

"Good...You sure you are okay?" Ben asked suspiciously.

"Yes." She seem to feel lonely all of a sudden. "Could I be feeling what the egg feels?" She thought.

"Uh looks like we need to go shopping. All the food is gone" She heard Max.

The squeaking soon became unbearable. She couldn't think or even speak. Ben was speaking to her but she couldn't hear him. She had her head in her hands, trying to straighten her thoughts. When it started to stop Gwen told them, "Uhhh..May I go to the store to pick up some stuff?"

"Sure."

So she grabbed some money and left. It wasn't a long walk, but with the squeaking it seemed like hours.


	4. Chapter 4

Gwen arrived at the store when the squeaking suddenly stopped. Relieved, Gwen walked into the store unaware of the many people pointing their fingers at her and laughing out loud. Scanning the store for her sensational appetite, Gwen's cart was filled with raw meats, fish and chicken. Gwen came up to the register.

The man working on stared at the large, filled cart and gasped. He finally finished scanning all of her produce.

Gwen, irritated asked, "Well? How much?"

Shocked he replied, "Uh…$250.99…"

"I don't have that kind of money!" her eyes started to glow red.

"Well I guess ya can't get it honey!" the clerk growled.

Gwen's eyes began to glow crimson. She began to growl and said to her self, what is wrong with me? Gwen's eyes returned to normal as she walked out still growling. As soon as the girl walked out, the incessant squeaking began again all the way to the RV.

When Gwen returned home, Max and Ben's face looked angry. "Where have you been, Dweeb? And where's the food?" Ben growled along with his stomach. Then he stared at the egg. "Oooh!" Ben licked his lips hungrily. "Hey! You saved that egg to yourself! Mind if I eat it?" Ben moved in closer when Gwen used her newly formed claws to swipe him.

"Listen dweeb, you can touch my clothes, you can touch my food, but NEVER WILL YOU TOUCH MY EGG! IF YOU DO IT AGAIN, I SWEAR BY THE BLOODY BOWELLS OF HECK I WILL ANNIHALATE YOU! YOU GOT THAT!" the Girl screamed load and clear.

"Eeeeep! Uh…s-sure Gwen….whatever you say…heh heh!" Ben swallowed, frightened. His teeth were shaking so loud you can hear it. Not only were his teeth shaking, but his whole entire body. Gwen walked toward her bed as Ben crouched down and quivered.

When Gwen jumped upon her bed and her face became innocent and motherly, Grandpa Max stared at her suspiciously as she fell asleep.


	5. Chapter 5

As Gwen slept Ben and Max were talking about her. "What has gotten into her? She nearly sliced me! When did her nails get so sharp?" Ben carried on.

Max sighed, "I don't know. I'm getting really worried..." They peeked into her bed and saw that she was hugging her egg close to her. "But I bet that weird egg has something to do with it. When Gwen isn't making any improvements Ben, you gotta get that egg." Max said with his head down. They closed the curtain and let her sleep in peace.

Gwen kept on tossing and turning in the bed. She was having nightmares. She would wake up, then go back to bed. Then her dreams were just swirls and the egg just sitting there.

A week later, Max and Ben continued their conversation about the problem. "Okay, I can go Four Arms and wrestle it from her, or Diamond Head," Ben rambled on.

Max thought for awhile then spoke up, "No, I'll try to distract her while you get it." So they sat there thinking

"Maybe we should check on her. Someone has to go. And I'm not!" Max said.

Ben grumbled and went into the bedroom. It was a pretty disturbing sight. Gwen's skin had a blue hue to it. Her mouth was full of sharp teeth. Her long finger nails had turned in to claws. She was sitting in the corner, rocking the egg. She was rubbing it lovingly. The blinds were closed to block out sunlight. Ben gathered up his courage and spoke. "Uh Gwen."

She automatically faced him with rage in her eyes. She bared her teeth and roared, "WHAT DO YOU WANT YOU INSECT!"

Ben drew back, but continued, "Gwen. You should come out now. You have been in here for a week by your self. We are getting worried."

She faced the egg again and said, "I wasn't alone...I have my child to be with me."

Ben glanced back to Max. He did hand signals for him to continue. "Maybe you should give me the egg, or put it away for awhile," Ben said taking steps toward her.

Just then she roared in pain. Her shirt started to rip, and two long blue and black wings tore out of her back. "NEVER!" She roared in anger and hate. She leapt off the floor and broke through the roof of the RV. Then she shot high into the air.

Ben was frozen in his spot. He mustered up some words to say, "Ummmm...Grandpa. Did you see that?"

Max was staring at the huge hole Gwen left behind. "I think she was heading into the forest. Ben, go and bring her back."

Ben was messing with the omnitrix. "I'm already on it!" There was a blinding green flash. There where Ben was standing was XLR8, one of his alien forms. "I'll go see to grumpy girl. You stay here." He zoomed off in the direction Gwen flew.

Meanwhile in the forest Gwen landed in a spot she found safe with her egg. "I'm sorry for that," She whispered to the egg. "I had to get away from them. They were going to take you away. We're safe now." The soft squeaking was still present. She looked up from the egg to find nest supplies. So she walked off but not far from her precious egg. Once the nest was built, she put the egg in it and lay down to relax.

Looking uncomfortable, Gwen said to the egg, " Excuse me." She gritted her teeth, breathed heavily and squinted her eyes in pain as a long sapphire tail burst through her pants. She then breathed a sigh of relief and went back to her egg. "Sorry about that, mommy just had to relieve some pain." Gwen perked her head up when she heard XLR8 coming. Within seconds he was there. "It's all right. Mommy will be right back."She stood up walking over to XLR8 with fire in her eyes. Her tail waved back and forth in annoyance.

Backing off, XLR8 said, "Gwen, I don't want to fight you. Just calm down and give me the egg..."

He was stopped right there by the sound of her roaring, "NEVER! IF YOU TOUCH MY BABY I SWEAR I WILL TEAR YOU IN MY FANGS!" She then quickly growled in pain and closed her eyes as her shoes ripped open, revealing that each of her feet now had three toes and large sharp claws. While changing she can not move much do to the pain.

Taking advantage of the moment he zoomed to the nest and stole the egg. When Gwen opened her eyes, now slitted, she saw him do the act. She screeched in anger.

XLR8 put the egg down. Gwen now was up and charging strait toward him! She slashed him with her talons.

With his quick reflexes XLR8 dodged the attack with ease. He went under her and kicked at her soft under belly. Gwen flew up high in the air, and swooped down on him like an eagle on a rabbit.

The omnitrix insignia started to flash red and beep. Noticing it, XLR8 ran as far as he can before it powered down. Gwen changed her diving course toward the egg. She landed with a thud in front of it.

She roared in pain as her azure wings grew longer and bigger. Her tail was getting longer and more powerful and started to sprout spikes on it's tip. Her pants ripped completely off, her shirt barely hanging on. Her neck stretched out about half the length of her body. Her orange hair became a horse-like mane hanging off her neck. Her face pushed forward forming a long snout with fangs sticking out in the front. Large, shiny, black horns emerged from her forehead and reached back to her now pointed ears. She now be came a full dragon! She scooped up the egg in her claws and flew off again.

Max appeared wih the RV. "WAS THAT GWEN?" He asked astonished.

A voice behind them replied, "Yep, that was a dragon alright." Max and Ben whirled around to find a tall, skinny geeky looking boy with large thick glasses. He was also dressed like a medieval knight. He looked at them and said, "You might need my help."


	6. Chapter 6

Who the heck are you!" Ben asked violently.

"Ben, be nice," Max scolded.

The knight pushed up his glasses and said, "The name's Nick. But my friends call me Horgarth the Destroyer. Looks like you have a dragon problem that needs fixin'. I know a lot about dragons. Here, I have a book about it." Nick pulled out a thick library book with a picture of a red dragon on it.

Max took the book and looked around. "We better get to the RV. We can talk there." While walking there Ben noticed that the "armor" on Nick was not metal, it was cardboard.

When they got to the RV, Nick sat down and flipped through the book. He stopped at a page with an egg on that looked like the one Gwen had. Nick put his finger on the page while scanning for what he wanted. He stopped his finger and said, "Ah, here it is. A Siemens. That is the only type of dragon that lays that kind of egg. Once the egg is laid, the mother puts a spell over it. The spell differs from person to person. It must have been a first time mom, The spell is supposed to kill anything or one that comes too close to the egg, except for the mother. They are the most dedicated of mothers. I bet the real mother is tracking us for the egg. The egg will let out distress calls from inside the shell. Only the mother can hear them."

Max looked very worried. "So once she comes here and finds the egg is gone. She will continue to track the egg?"

"Yes. then go after the person with it and kill her or him."

Ben and Max looked at each other. They both said, "Gwen."

Ben looked at Nick and replied, "Uh, Nick is it? Can you track the dragon and get the egg?"

Nick looked at him. "Yes I can. "Max said, "Then do it."

Later, Nick pushed up his glasses while he walked near a large, taloned track. "She must have taken off here," he said hoarsely. He began to examine it while looking in his book. He looked back and forth to the track and the text on the book. Nick leaned into the track and began to sniff it. Ben and Max looked at Each other in disgust.

"Uh, grandpa, are you sure he can help?" Ben asked watching Nick lick the dirt in the track.

"Well…we'll see, heh," he replied in a blush of bewilderment.

Nick suddenly pushed himself up. "She went that way!" Nick pointed to a nearby town, where it was having its 12th annual renaissance fair. "Let us head off!" he cried. They headed into the RV and drove off.

Meanwhile Gwen searched for a place in the town where she could rest. "Here's a good place my baby," she whispered. She swooped down into an empty tent. She examined the inside where there was a phony, dragon where it was only two people dressed in a costume.

"YOU ARE INSOLENT HUMANS!WE ARE NOTHING LIKE THIS!" Gwen used her newly acquired fire breathing ability to burn the roof of the tent. "I AM A DRAGON! NOT THESE PUNY DWEEBS IN COSTUME!" she roared in fury. She then used her fire breath to scare away the people.

When the RV arrived, people were running for their lives away from the fair. Ben got out and tried to find his cousin. Surely enough, she was thwacking away at security guards with her powerful tail. "Gwen!" shouted Ben "Please stop, we just want to help you!"

Gwen stared angrily at ben and shouted, "No you don't, you just want to take my baby away! I'll show you!" Suddenly, fire erupted from her mouth and shot out at Ben.

"Ben!" shouted Max. But it was too late. Soon enough, Ben was engulfed in a sea of flames. But when the flames died down, there stood in Ben's place, Heatblast.


	7. Chapter 7

Nick was looking at Heatblast then at Max who was breathing a sigh of relief. "WOW!" he yelled. "Nice trick! Now it is my turn!" He bravely ran in front of Gwen. He took a deep. "No, mighty dragon!" then he Deepened his voice. "Prepare to be slain!" He drew his plastic sword and pointed it toward her.

Gwen looked down at him, befuddled. She hunched her head back and let out a long tongue of flames. Nick ducked just in time to dodge it. When he looked back up his sword was melted. He was frozen in his spot with his eyes growing wide. Gwen gave a sneer and hunched her head back again.

Max screamed out, "BEN!"

Heatblast jumped out and saw Nick about to be fried. He sprinted to him yelling, "Move, Nick! Move!" Just before Gwen let out the stream of fire, he pushed Nick out of the way. Now he was struck by the blast.

After the fire, there was smoke everywhere. Just then a huge stream of fire came out of the smoke. It hit Gwen right in the chest. She reared back and roared in pain.

Heatblast was about to let out another one until he saw a police line all around them. Then a tank pulled up and aimed right at them!

Heat Blast ran away from Gwen. The tank was still aimed at the spot where he was, at Gwen. He then blasted himself over the police and ran out of the fair, just in time before the omnitrix started to power down. When Ben reverted he went back to Max and Nick. He looked up at Max and asked, "Grandpa, what's going to happen?"

Max frowned and replied, "I...I don't know.." And fell silent.

Gwen looked up and saw the tank and growled. The tank fired right at her! But her eye was much faster. She jumped into the air and took flight. The captain looked up then yelled at the officers, "OPEN FIRE!" The police obeyed and pulled out their guns. They shot at Gwen, but the bullets bounced off her hard scales with out a scratch. Then a sniper came and shot at her wings. The bullet cleared right through the thin membrane.

She let out a long, horrible screech when more punctured her wings. Unable to fly, she fell to the ground.

Max and Ben watched in horror as she plummeted down into the same woods she had found the egg. They rushed to the RV to find Gwen before the police. In no time the RV was on the road. Max saw something in the corner of his eye and slammed on the brakes. Ben heard a swoosh and a thud. The RV came to a screeching stop. There in front of the RV, was the mother dragon.


	8. Chapter 8

As soon Ben realized what was going on it was too late. The dragon grabbed the RV and ripped off the roof. She grabbed Max then went for Ben.

He tried to dodge it but was too slow. Once she had them in her paw she pinned them to ground. She brought her large sapphire eye down the Max and looked him over carefully. She stared for more then 5 minutes. After she was done she swung her head over to Ben. It was very uncomfortable for him under the large, unblinking eye. Her mighty head lifted and she bared her fangs. They can hear her rumble in her chest with anger.

Ben screamed out in pain as the claws gripped him and dug them selves into his arms.

"NO!" Max yelled while tears came to his eyes.

She lifted her head and turned around as if she heard something. She looked back at them, then she flew off to the forest.

"We have to help Gwen," replied Ben while rubbing his sides. The two went back to the RV and Drove off as fast as it can go.

Max and Ben raced to get there before the mother. Ben, struggling against the speed, asked, "Ummm...Do you think once the rightful mom gets the egg, Gwen will turn back to normal?"

Max sighed, "Maybe. All we can do is hope." They came close because of the snapped branches up in the trees. They found Gwen on the ground with her bloody wings out stretched. Her breathing was labored and fast. Barely alive she growled when Ben came near her. She tried to stand but could not. A bullet went through her front left leg. Ben and Max were nearly in tears when the saw her suffer. The egg was right behind her. It was blood stained too. Ben was able to speak after a few moments, "Whoa...Gwen.. What happened?"

She just answered with a growl. Max walked closer talking soft, "Gwen, let us help. I have a first aid kit in the RV. You are going to bleed to death with out help."

Gwen looked at him in the eyes. He can tell she needed help. Her eyes were pleading but her dragon instincts told her to stay away. She took all her strength to speak, "Wh..Why should you help...help me?" She asked choking. Before he could answer the mother appeared on silent wings

The mother dragon glared at Gwen, and Gwen looked to her. Ben and Max knew that a clash of wills was about to happen, even though there was no way she could fight. Gwen tried to get up again but only bled more.

Max whispered to Ben, "Ben, you have to help her. She could die even without fighting."

"I know." Just then the mother charged at Gwen with jaw agape. Right before she struck, something grabbed her tail and threw her 30 feet into the air. There was Four Arms. This just helped the mother. She snapped open her wings and flew high up until was hidden in a large cloud. Knowing what was going to happen he yelled, "Grandpa, get Gwen some help. I'll hold of scale flapper."

Max nodded and rushed to the RV. He came back with a first aid kit, towels and tweezers. Four Arms went away from them and waited for the mother. It was a strenuous wait with adrenaline pumping. Every moving thing made him tense. Then there she was, coming straight down with a long tongue of flame spewing out of her jaws.


	9. Chapter 9

Max was going as fast as he could. First he tried to get the bullet out of her leg but she nipped at him for getting too close to her head. He would look back to see if the mother spotted him.

Four Arms was having trouble trying to keep her away from Gwen. She blew fire at him but only pushed him back and burned his arms a bit. While he was recovering, the dragon saw Max and roared. Pushing herself off with strong legs and was up in the air in only a few strokes of the wings. She flew straight at him!

Gwen opened her eyes and saw her before Max. She waited until she was closer and blew out fire with a hint of blue at her face.

The mother spun and crashed right next to them. Gwen now had the strength to get up and went to her to let out another stream. Now the mothers head was behind her and next to the egg. She opened her eye and gazed at the egg. She roared when the fire hit her right on her back.

She got up and blew at Gwen. She missed and it went to Max. Seeing this, Gwen pushed him out of the way, but in turn got struck by the blow. This time she fell on the ground and did not get up. Her short breathing became small gasps until it stopped.

Four arms looked over and saw every thing. "NOOO!" He cried going down on his knees.

He started weeping until he remembered the mother dragon. Anger welded in side, giving him new strength. He looked up and charged at the monster. He yelled out, unable to keep it inside. He jumped up and bashed the mother on the back.

She tried to reach him but couldn't. She shot up and rolled in the air. Barely hanging on, Four Arms wrapped around her back and pulled on the wings. He pinned them down, struggling. Unable to fly she fell just like Gwen did. Right before they hit the trees,

He jumped off her and landed on the RV. When she felt her wings free she shot them out, but it was too late. She crashed in to the trees. Their branches grabbed at her wings, tearing them. She hit the ground hard. She landed just like Gwen with her wings out too. Now they were too torn to fly. Four arms went to her to finish it. He lifted his arms to deliver the final blow when he saw her eyes. They were mixed with fear, sorrow and desperation.

She seemed to be crying. Tears ran down her jaws and fell on the dry dust. Seeing this made him feel horrible. He lowered his arms and left her. He went and put his arm on the shoulder of Max who was standing next to Gwen.

"This can't be happening to me. It just can't," Four Arms mumbled. then the omnitrix powered down. Standing in his place was Ben. They did not notice Gwen's eyes starting to open.

Gwen started to open her eyes as her chest expanded from her breathing. She took a deep breath and shook her head.

Ben looked up and saw as she tried to get up. In disbelief he said," Gra-Grandpa. Look!"

Max just Whispered, "Not...Not now Ben..."And continued crying softly.

"BUT LOOK AT GWEN!" He exclaimed.

Max lifted his head and wiped away tears. He leapt to his feet and laughed. Gwen was now up and fanning her wings to get rid of the dirt. Max and Ben ran to her and hugged her neck. Max looked at her and said, "It's a miracle...Gwen, I thought I lost you..." He croaked up the worked followed by a stream of tears.

Gwen was happy, but did not forget the mother dragon. The dragon was now up and tending he torn wing. She looked Gwen in the eyes as Gwen looked at her. She still had the mother instinct fire in her eyes. Gwen heard a loud squeak come from the egg. She looked at it. The egg rolled on the ground and shook. With a series of squeaks it started to crack and break.

The cracks met at the top. A small piece lifted and wobbled, as if it was balanced on something. It fell to the ground as more broke off. A tiny dark blue head emerged and looked around. It struggled to get the rest it's body out. The rest broke off as it crawled out. There, sitting in front of them was the baby dragon.


	10. Chapter 10

The baby poked its head out and blinked. It took a breath and began to coo. Gwen understood what it was saying. She also began to coo. Ben was confused. Gwen began to speak again in her booming voice, "Bring h-him to me,"

Ben understood that. He began to move toward the dragon. Cautiously, he picked it up and carried it to Gwen. The baby dragon began to weep. Its eyes filled with tears as the baby cried on her wounds. They began to close up and heal.

Gwen began to think, her brain began to throb. But all in all, she decided that the dragon should be released. She looked at the dragon and began to coo. It replies in a coo as well. It waddled over to the mother dragon. The mother opened her eyes slowly. She cuddled with the dragon as if it was missed, and it was.

The mother dragon began to get up sluggishly. The little dragon began to hop upon her. With enough strength, the mother dragon got up and began to walk away. In a last word, she began to roar to Gwen, which was a salutation call.

After his deed was done, the young dragon lost interest and looked around. Ben, Max and Gwen watched it in wonder as it explored his new surroundings. He would squeak when he bumped into a tree or tripped over a root. After is tripped again, Gwen reached out with her long neck and picked him up like a cat with a kitten, and set him down in front of her. Ben went down to stroke it. The indigo scales were still a little damp but very warm to the touch. He moved his hand down the back to the tip of the tail. He could feel the lumps at the end where the spikes would eventfully grow. There were also lumps on his fore head.

The mother saw the baby and looked at it with soft, loving eyes. She got up and went to it. The young hatchling squeaked excitedly at the approaching mother. He nuzzled at her leg until she looked down at him. Gwen heard the mother ask, "Now what is your name?"

To Max and Ben the were only low rumbles, but to Gwen they were words. "Eridor!" he squeaked.

"Eridor.." Gwen whispered." I like that." Eridor walked away from the mother and went to look at one of the giant oaks. He stared in wonder with eyes growing wide. He made a small grin and dug his claws in to the bark. He slowly climbed up to the highest branch. He went to the edge and looked down. Taking a deep breath, Eridor jumped off. He opened his wings and tried to fly. Instead he just glided down. Gwen chuckled, "He must be trying to fly." After watching him a few more times, Gwen got up and went to him.

The mother charged in front of Gwen and roared, "DO NOT come near my young if you want to live!"

Gwen replied, "He is mine!"

Ben and Max stared, thinking of a way to resolve it. Max looked up and said, "Why not make the baby choose?"

Gwen and the mother locked eyes. Each glaring at each other. They agreed. Gwen reached for Eridor, but the mother stopped her. Gwen stepped back and let the mother put him in between them. Gwen got to eye level with him and said, "Now Eridor, You must choose who you want to be your mother." Eridor just blinked at glanced at the mother then at Gwen again. After a while of glancing, Eridor took a step to Gwen but stopped. He looked the mother in the eyes and ran to her.

Gwen just stood there, frozen in her spot. "But...but, I'm your mom."

Eridor turned around and said "Sorry, but you're not my mom. You don't look like her, sound like her or smell like her."

Smoke trailed from Gwen nostrils with hate but soon it stopped to be replaced with tears. The mother scooped up Eridor and flew off to the place the egg originally was. Ben and Max never saw Gwen cry as hard as she did. She went to wipe her tears but stopped to look at her claws. "Wha-what happened to me? What am I?"

Max walked up to her and answered. "Gwen, you are a dragon."

She turned around to face them. Her face was soaked with tears." How did this happen to me? Just how?"

Ben went up to speak. "We learned that the mom put a spell over the egg. It was meant to kill. Good thing you turned into a dragon instead, huh?"

"Heh ya. I guess so." She looked up smiling. It was more like baring fangs. Ben smiled back.

Max asked, "So, why don't we head back to the RV?"

Ben looked at his watch. "Looks like we need more time for it to recharge."

Gwen just laughed. "No worries .I can carry you. I hope I change back."

Ben and Max chuckled. "you're not the only one, Gwen"

While they were flying, Ben noticed that Gwen's horns were shrinking until they disappeared. She was turning back to a human! The wings did not seem to change so he did not worry. Her snout was pushing back in and her claws slowly became hands. A sudden gust of wind hit Gwen, causing her arch her back. Ben fell back .Now he was only hanging on to her tail.

Max looked back and yelled over the wind, "Hold on, Ben. We are almost there!"

Ben just mumbled. Ben hit the ground with a slow thump. Just in time before Gwen's tail started to grow short. Gwen hovered for a moment until the wings were too small. She will miss the feeling of flight. Now she was human except for her skin still being blue. With a look of relief she sighed, "It's good to be back."

"It's good to have you back." Max said with loving eyes.

Gwen went inside to see if she was normal again. She went into the bathroom. Ben heared her scream. "I'M BLUE!" She came out looking frustrated.

Ben shrugged, "You're just blue. So what? Also, looks like you still have the tail."

She looked around to see a long blue tail behind her. Now she was even more upset. "Ugh. This is just great! How long do you think it will last? I hope it will be gone tomorrow."

Max just chuckled, "Any way. Who's hungry?"

Gen perked up. "I am. Boy, I can eat a whole cow!" Ben and Max stared at her. Gwen just shoo her head and laughed, "Not literally!" She went to the back of the room to get ready. She noticed a small, purple flower on her bed. It was the same kind that were around the nest she found the egg. She picked it up to smell it. She knew who put it there. She did not tell any one about it and still had it. And they went for a nice, peaceful dinner.


End file.
